Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class

Name of each exchange on which registered

35,791,834 ordinary shares

Nasdaq Global Market

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

American Depositary Shares, each representing one ordinary share, par value HK$0.025 per share
(Title of Class)

Indicate the number of outstanding shares of each of the issuers classes of capital or common
stock as of the close of the period covered by the annual report.

35,791,834 ordinary shares, par value HK$0.025 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. o Yes þ No

If this report is an annual or transition report, indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. o Yes þ No

Note  Checking the box above will not relieve any registrant required to file reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those
Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. þ Yes o No

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).
o
Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated
filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer þ

Indicate by check mark which basis of accounting the registrant has used to prepare the
financial statements included in this
filing:

U.S. GAAP þ

International Financial Reporting Standards as issued

Other o

by the International Accounting Standards Board o

If Other has been checked in response to the previous question, indicate by check mark which
financial statement item the registrant has elected to follow. o Item 17 þ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). o Yes þ No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to
be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court. o Yes o No

This Amendment No. 1 on Form 20-F/A, or Amendment No. 1, amends our annual report on Form 20-F for
the year ended December 31, 2009, which was filed with the Securities and Exchange Commission on
June 30, 2010. This Amendment No. 1 is being filed to correct certain clerical errors appearing in
our 20-F.

Except as described above and reflected in this Amendment No.1, no part of the Registrants 20-F
filed on June 30, 2010 is being amended, and no part of the Form 20-F/A as re-filed in this
Amendment No.1 reflects any event occurring after the filing of the Form 20-F and should not be
viewed as updating any information contained therein.

Our exposure to interest rate risk for changes in interest rates relates primarily to the interest
income generated by excess cash deposited in banks. We have not used any derivative financial
instruments to hedge interest rate risk. We have not been exposed nor do we anticipate being
exposed to material risks due to changes in interest rates. Our future interest income may
fluctuate in line with changes in interest rates. However, the risk associated with fluctuating
interest rates is principally confined to our cash deposits and therefore, we believe our exposure
to interest rate risk is minimal.

Foreign Exchange Risk

We are exposed to the risk of foreign currency exchange rate fluctuation. We have not used any
forward contracts or currency borrowings to hedge our exposure to foreign currency exchange risk.

We conduct substantially all of our operations through our PRC operating companies, and their
financial performance and position are measured in terms of Renminbi. To the extent we hold assets
denominated in U.S. dollars through our PRC entities, any further appreciation of the Renminbi
against the U.S. dollar could result in a charge to our income statement and a reduction in the RMB
value of our U.S. dollar denominated assets.

The value of our ordinary shares and our ADSs will be affected by the foreign exchange rate between
U.S. dollars and Renminbi. For example, to the extent that we need to convert U.S. dollars into
Renminbi for our operational needs and if the Renminbi appreciates against the U.S. dollar at that
time, our financial condition and the price of our ordinary shares and our ADSs may be adversely
affected. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of
declaring dividends on our ordinary shares or for other business purposes and the U.S. dollar
appreciates against the Renminbi, the U.S. dollar equivalent of our earnings from our subsidiaries
in China would be reduced. The value of your investment in our ADSs may fluctuate with the foreign
exchange rate between the U.S. dollar and the Renminbi, because the value of our business is
largely denominated in Renminbi, while our ADSs will be traded in U.S. dollars.

Inflation

According to the National Bureau of Statistics of China, the change in Consumer Price Index in
China was 4.8% in 2007, 5.9% in 2008 and (-0.7)% in 2009. It is widely speculated that the change
in Consumer Price Index in China would be significant in 2010. For example, the change for the
first quarter of 2010 was 2.2%. We have not in the past been materially affected by any such
inflation, but we do not know whether we will not be affected in the future.

The following table shows the fees and charges that a holder of our ADRs may have to pay to the
depositary, either directly or indirectly:

Category

(as defined by SEC)

Depositary Actions

Associated Fee

(a) Depositing or substituting the underlying shares

Each person to whom ADRs are issued against deposits of Shares, including deposits and issuances in respect of:

 Share distributions, stock split, rights, merger

 Exchange of securities or any other transaction or event or other distribution affecting the ADSs or the Deposited Securities

US$5.00 for each 100 ADSs (or portion thereof) evidenced by the new ADRs delivered

(b) Receiving or distributing dividends

Distribution of dividends

US$0.02 or less per ADS (or portion thereof)

(c) Selling or exercising rights

Distribution or sale of securities, the fee being in an amount equal to the fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities

US$5.00 for each 100 ADSs (or portion thereof)

(d) Withdrawing an underlying security

Acceptance of ADRs surrendered for withdrawal of deposited securities

US$5.00 for each 100 ADSs (or portion thereof) evidenced by the ADRs surrendered

(e) Transferring, splitting or grouping receipts;

Transfers, combining or grouping of depositary receipts

US$1.50 per ADR or ADSs for transfers made

(f) General depositary services, particularly those charged on an annual basis.

 Other services performed by the depositary in administering the ADRs

 Provide information about the depositarys right, if any, to collect fees and charges by offsetting them against dividends received and deposited securities

US$0.02 per ADS (or portion thereof) not more than once each calendar year and payable at the sole discretion of the depositary by billing Holders or by
deducting such charge from one or more cash dividends or other cash distributions

(g) Expenses of the depositary

Expenses incurred on behalf of Holders in connection with

 Compliance with foreign exchange control regulations or any law or regulation relating to foreign investment

 The depositarys or its custodians compliance with applicable law, rule or regulation

 Stock transfer or other taxes and other governmental charges

 Cable, telex, facsimile transmission/delivery

 Expenses of the depositary in connection with the conversion of foreign currency into U.S. dollars (which are paid out of such foreign currency)

 Any other charge payable by depositary or its agents

Expenses payable at the sole discretion of the depositary by billing Holders or by deducting charges from one or more cash dividends or other cash distributions.

The following table shows the fees and other direct and indirect payments made by the depositary to us:

Category of Expenses

Amount Reimbursed for Fiscal Year Ended December 31, 2009

- *Broker reimbursements

US$10,702

*

Broker reimbursements are fees payable to Broadridge and other service providers for the
distribution of hard copy material to beneficial ADR holders in the Depositary Trust Company.
Corporate material includes information related to shareholders meetings and related voting
instruction cards. These fees are SEC approved.

In addition, the depositary has agreed to waive
US$100,000 annually for routine program maintenance.

Item 19. Exhibits.

The following exhibits are furnished along with annual report or are incorporated by reference
as indicated.

Exhibit

Number

Description

1.1*

Amended and Restated Memorandum and Articles of Association of Ninetowns
Internet Technology Group Company Limited (incorporated by reference to Exhibit
99.2 from our Form 6-K (File No. 000-51025) filed with Securities and Exchange
Commission on October 25, 2006)

2.1*

Specimen American Depositary Receipt of Ninetowns Internet Technology Group
Company Limited (incorporated by reference to Exhibit 2.1 from our Annual
Report on Form 20-F (Registration No. 000-51025) filed with Securities and
Exchange Commission on June 29, 2005)

2.2*

Specimen Share Certificate of Ninetowns Internet Technology Group Company
Limited (incorporated by reference to Exhibit 4.2 from our Registration
Statement on Form F-1 (Registration No. 333-120184) filed with Securities and
Exchange Commission on November 3, 2004)

4.1*

Shareholders Agreement dated October 22, 2003 among Jitter Bug Holdings
Limited, AIG Asian Opportunity Fund, L.P., American International Assurance
Company (Bermuda) Limited, the shareholders of Ninetowns Internet Technology
Group Company Limited (listed on Schedule 1 thereto) and Ninetowns Internet
Technology Group Company Limited (incorporated by reference to Exhibit 4.4 from
our Registration Statement on Form F-1 (Registration No. 333-120184) filed with
Securities and Exchange Commission on November 3, 2004)

4.2*

Form of Termination Agreement among Ninetowns Internet Technology Group Company
Limited, Jitter Bug Holdings Limited, AIG Asian Opportunity Fund, L.P.,
American International Assurance Company (Bermuda) Limited and certain other
shareholders of Ninetowns Internet Technology Group Company Limited
(incorporated by reference to Exhibit 4.5 from our Registration Statement on
Form F-1 (Registration No. 333-120184) filed with Securities and Exchange
Commission on November 3, 2004)

4.3*

Form of Lock-up agreement by and among Ninetowns Internet Technology Group
Company Limited and certain of its directors, executive officers and
shareholders (incorporated by reference to Exhibit 4.6 from our Registration
Statement on Form F-1 (Registration No. 333-120184) filed with Securities and
Exchange Commission on November 3, 2004)

4.4*

Employee Share Option Scheme (incorporated by reference to Exhibit 10.1 from
our Registration Statement on Form F-1 (Registration No. 333-120184) filed with
Securities and Exchange Commission on November 3, 2004)

4.5*

Amended and Restated 2004 Share Option Plan of Ninetowns Internet Technology
Group Company Limited (incorporated by reference to Exhibit 4.5 from our Annual
Report on From 20-F (Registration No. 000-51025) filed with Securities and
Exchange Commission on June 29, 2006.

Service Agreement dated October 8, 2003 between Ninetowns Internet Technology
Group Company Limited and Shuang Wang (incorporated by reference to Exhibit
10.3 from our Registration Statement on Form F-1 (Registration No. 333-120184)
filed with Securities and Exchange Commission on November 3, 2004)

4.8*

Service Agreement dated October 8, 2003 between Ninetowns Internet Technology
Group Company Limited and Xiaoguang Ren (incorporated by reference to Exhibit
10.4 from our Registration Statement on Form F-1 (Registration No. 333-120184)
filed with Securities and Exchange Commission on November 3, 2004)

4.09*

Service Agreement dated September 30, 2003 between Ninetowns Internet
Technology Group Company Limited and Tommy Siu Lun Fork (incorporated by
reference to Exhibit 10.6 from our Registration Statement on Form F-1
(Registration No. 333-120184) filed with Securities and Exchange Commission on
November 3, 2004)

4.10*

Service Agreement dated October 8, 2003 between Ninetowns Internet Technology
Group Company Limited and Kin Fai Ng (incorporated by reference to Exhibit 10.8
from our Registration Statement on Form F-1 (Registration No. 333-120184) filed
with Securities and Exchange Commission on November 3, 2004)

4.11*

Service Agreement dated October 8, 2003 between Ninetowns Internet Technology
Group Company Limited and Min Dong (incorporated by reference to Exhibit 10.10
from our Registration Statement on Form F-1 (Registration No. 333-120184) filed
with Securities and Exchange Commission on November 3, 2004)

4.12*

Service Agreement dated October 8, 2003 between Ninetowns Internet Technology
Group Company Limited and Bolin Wu (incorporated by reference to Exhibit 10.11
from our Registration Statement on Form F-1 (Registration No. 333-120184) filed
with Securities and Exchange Commission on November 3, 2004)

4.13*

Service Agreement dated November 12, 2004 between Ninetowns Internet Technology
Group Company Limited and John Yan Wang (incorporated by reference to Exhibit
10.36 from our Registration Statement on Form F-1 (Registration No. 333-120184)
filed with Securities and Exchange Commission on November 30, 2004)

4.14*

Translation of Form of Software Sales Agreement (incorporated by reference to
Exhibit 10.12 from our Registration Statement on Form F-1 (Registration No.
333-120184) filed with Securities and Exchange Commission on November 3, 2004)

Translation of Software Development Contract for iTowNet Customer Service
System dated April 2, 2002 between Beijing iTowNet Cyber Technology Ltd. and
Beijing New Take Electronic Commerce Limited (incorporated by reference to
Exhibit 10.21 from our Registration Statement on Form F-1 (Registration No.
333-120184) filed with Securities and Exchange Commission on November 3, 2004)

4.47*

Translation of Software Development Contract for Online Declaration System
dated May 28, 2002 between Beijing iTowNet Cyber Technology Ltd. and Beijing
New Take Electronic Commerce Limited (incorporated by reference to Exhibit
10.22 from our Registration Statement on Form F-1 (Registration No. 333-120184)
filed with Securities and Exchange Commission on November 3, 2004)

Translation of UMA Product Sales and Service Contract dated October 8, 2003
between Beijing iTowNet Cyber Technology Ltd. and Beijing Ninetowns Ports
Software and Technology Co., Ltd. (incorporated by reference to Exhibit 10.26
from our Registration Statement on Form F-1 (Registration No. 333-120184) filed
with Securities and Exchange Commission on November 3, 2004)

4.52*

Deed of Undertaking dated August 13, 2004 by Shuang Wang and Min Dong to AIG
Asian Opportunity Fund, L.P. and American International Assurance Company
(Bermuda) Limited (incorporated by reference to Exhibit 10.27 from our
Registration Statement on Form F-1 (Registration No. 333-120184) filed with
Securities and Exchange Commission on November 3, 2004)

Form of Right of First Refusal Agreement dated as of November 2, 2004 among
Ninetowns Internet Technology Group Company Limited, Ninetowns Import & Export
e-Commerce Co., Ltd., Shuang Wang and Min Dong (incorporated by reference to
Exhibit 10.35 from our Registration Statement on Form F-1 (Registration No.
333-120184) filed with Securities and Exchange Commission on November 3, 2004)

4.61*

Translation of Software Development Contract for an Integrated Origin
Certificate Electronic Management System dated December 15, 2004 between
Beijing iTowNet Cyber Technology Ltd. and Beijing Ninetowns Ports Software and
Technology Co., Ltd. (incorporated by reference to Exhibit 4.39 from our Annual
Report on Form 20-F (Registration No. 000-51025) filed with Securities and
Exchange Commission on June 29, 2005)

Translation of Software Development Contract for Internal Decision & Support
System dated January 27, 2005 between the State Administration for Quality
Supervision and Inspection and Quarantine of the PRC and Beijing Ninetowns
Ports Software and Technology Co., Ltd. (incorporated by reference to Exhibit
4.40 from our Annual Report on Form 20-F (Registration No. 000-51025) filed
with Securities and Exchange Commission on June 29, 2005)

Summary of Sale and Purchase Agreement between Beijing Ninetowns Times
Electronic Commerce Limited and Dauphin Science Business Park Construction &
Development Co., Ltd. of Beijing Zhongguancun Fengtai Science Park
(incorporated by reference to Exhibit 4.42 from our Annual Report on Form 20-F
(Registration No. 000-51025) filed with Securities and Exchange Commission on
June 29, 2005)

4.65*

Summary of form of the Sale and Purchase Agreement between Beijing Ninetowns
Ports Software and Technology Co., Ltd. and Beijing Heng Fu Plaza Development
Co., Ltd. (incorporated by reference to Exhibit 4.43 from our Annual Report on
Form 20-F (Registration No. 000-51025) filed with Securities and Exchange
Commission on June 29, 2005)

Translation of Software Development Contract for Electronic Business Integrated
Service Platform dated June 28, 2005 between Beijing Regard Technology Co.,
Ltd. and Beijing Ninetowns Ports Software and Technology Co., Ltd.
(incorporated by reference to Exhibit 4.56 from our Annual Report on Form 20-F
(Registration No. 000-51025) filed with Securities and Exchange Commission on
June 29, 2006)

4.69*

Translation of Software Development Contract for Electronic Monitoring System
Software Project (Common version for Enterprise) dated August 1, 2005 between
State Administration for Quality Supervision and Inspection and Quarantine of
the PRC and Beijing Ninetowns Ports Software and Technology Co., Ltd.
(incorporated by reference to Exhibit 4.57 from our Annual Report on Form 20-F
(Registration No. 000-51025) filed with Securities and Exchange Commission on
June 29, 2006)

Translation of Construction Land Use Right Grant Contract dated October 30,
2008 between Beijing Ninetowns Software Co., Ltd. and Beijing Land Resource
Bureau, Economic Technological Development Area Branch

4.79*

Translation of Supplemental Agreement to Construction Land Use Right Grant
Contract dated October 30, 2008 between Beijing Ninetowns Software Co., Ltd.
and Beijing Land Resource Bureau, Economic Technological Development Area
Branch

Code of Business Conduct and Ethics (incorporated by reference to Exhibit 11.1
from our Annual Report on Form 20-F (Registration No. 000-51025) filed with
Securities and Exchange Commission on June 29, 2005)

11.2

*

Code of Ethics for Chief Executive Officer and Senior Financial Officers
(incorporated by reference to Exhibit 11.2 from our Annual Report on Form 20-F
(Registration No. 000-51025) filed with Securities and Exchange Commission on
June 29, 2005)

The registrant hereby certifies that it meets all of the requirements for filing its annual report
on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual
report on its behalf on August 6, 2010.